Statement by Garda World Security Corporation (“GardaWorld”) regarding G4S plc (“G4S” or the “Company”) and a possible offer for the Company (the “Possible Offer”)
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. INFORMATION RELATING TO THE POSSIBLE OFFER IS BEING MADE AVAILABLE ON THIS WEBSITE, ON BEHALF OF GARDAWORLD, IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS.
1. ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER
Please read this notice carefully – it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This part of the website contains information relating to the Possible Offer. Please note that, as the discussions relating to the Possible Offer’s progress, the information contained on this part of the website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the website.
For regulatory reasons, GardaWorld must ensure that persons seeking to access this part of the website are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Possible Offer on this part of the website, you have to read the following then click the confirmation box below. If you are unable to confirm, please exit this webpage.
2. OVERSEAS JURISDICTIONS
Viewing the information contained in this part of the website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in this part of the website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage.
3. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.
The information relating to the Possible Offer that can be accessed via this part of the website is being made available in good faith and for information purposes only. Any person seeking access to this part of the website represents and warrants to GardaWorld that they are doing so for information purposes only. The information contained in this part of the website is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any offer (if made) would be made solely by means of an offer or scheme document which would contain the full terms and conditions, including details on how it may be accepted.
G4S’s shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Possible Offer will only be set out in documents sent to or made available to G4S’s shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Barclays Bank PLC (“Barclays”), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for GardaWorld and no one else in connection with Possible Offer. Barclays its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this microsite or any other matter referred to herein.
4. FORWARD-LOOKING STATEMENTS
Some of the information contained in this part of the website may include statements that are or may be deemed to be “forward-looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which GardaWorld’s group or the combined business of GardaWorld’s group and G4S’s group after completion of the Possible Offer (the “Enlarged Group”) will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this part of the website relate to GardaWorld’s group’s or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Possible Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “can be”, “target”, “expect”, “estimate”, “aims”, “opportunity”, “create”, “represents”, “extends”, “provides”, “enables”, “achieve”, “intends”, “will”, “would”, “could”, “should”, “proposed”, “enhancing” or “believe” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. GardaWorld, nor any of their associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this part of the website will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.
Each forward looking statement speaks only at the date the relevant document containing such statement was made available in this part of the website.
In relation to any Possible Offer related materials accessible on this part of the website please note any statement of responsibility contained therein. The documents included in this part of the website issued or published by GardaWorld speak only at the specified date of the relevant document and GardaWorld has, and accepts, no responsibility or duty to update or revise such documents. In relation to any such announcements or other Possible Offer related materials issued or published by any third party, or which relate to any third party, that are accessible on this part of the website, the only responsibility accepted by GardaWorld and their respective directors is for the correctness and fairness of its reproduction. Neither the directors of GardaWorld, nor any of the GardaWorld group, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
6. NOTICE TO US INVESTORS
The Possible Offer is being made to acquire the securities of an English company by means either of a scheme of arrangement provided for under English law or a tender offer to purchase securities. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the U.S. Exchange Act. Accordingly, the Possible Offer would, if implemented by a scheme, be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. If proceeding by means of a tender offer, the Possible Offer may not be available to US residents or may qualify for exemptions from the tender offer rules included in Regulation 14E under the US Exchange Act. Accordingly, the Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law. Also, certain financial information included in this section of the website has been prepared in accordance with generally accepted accounting principles other than those of the United States and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of the Company shares to enforce their rights and claims arising out of the US federal securities laws, since the Company is located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of the Company shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
Should GardaWorld proceed with an offer, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, GardaWorld or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, the Company shares outside of the United States, other than pursuant to the offer, before or during the period in which such an offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website, www.londonstockexchange.com.
7. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the website.
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